ex10_1.htm


     

      
        

      

    

    Exhibit
10.1

     

    

      SECOND AMENDMENT TO ASSET
PURCHASE AGREEMENT

       

      


      This
Second Amendment effective the 30th day of
June, 2008 (the “Second Amendment”) is
to Amend the Asset Purchase Agreement by and among Rick’s Cabaret International,
Inc., a Texas corporation (“Rick’s”), its wholly owned subsidiary, RCI
Entertainment (Las Vegas), Inc., a Nevada corporation (the “Purchaser”), DI Food
and Beverage of Las Vegas, LLC, a Nevada limited liability company (“DI Food” or
“Seller”) and Harold Danzig (“Danzig”), Frank Lovaas (“Lovaas”) and Dennis
DeGori (“DeGori”), who are all members of DI Food. Messrs. Danzig, Lovaas and
DeGori are hereinafter collectively referred to herein as
“Members.”

       

      RECITALS

       

      WHEREAS,
Purchaser, Rick’s, Seller and the Members entered into an Asset Purchase
Agreement dated April 17, 2008, (“Purchase Agreement”) for (i) the acquisition
by Purchaser of all of the assets owned by the Seller which are associated or
used in connection with the operation of an adult entertainment cabaret known as
“SCORES” located at 3355 Procyon Street, Las Vegas, Nevada 89102 (the “Real
Property” or the “Premises”), all as set forth in the Purchase Agreement; and
(ii) the entering into an Option Agreement pursuant to which either the
Purchaser or Seller may exercise the option to purchase the Real Property where
SCORES is located; and

       

      WHEREAS,
Purchaser, Rick’s, Seller and the Members entered into an Amendment to the Asset
Purchase Agreement dated June 8, 2008, amending Section 4.1 of the Purchase
Agreement to change the Closing Date and Section 11.1 of the Purchase Agreement
to change the Termination Date; and

       

      WHEREAS
Purchaser, Rick’s, Seller and the Members wish to amend Section 3.1 of the
Purchase Agreement to change the structure of the Purchase Price;
and

       

      WHEREAS
Purchaser, Rick’s, Seller and the Members wish to amend Section 4.1 of the
Purchase Agreement to change the Closing Date; and

       

      WHEREAS,
Purchaser, Rick’s, Seller and the Members wish to amend Section 11.1 of the
Purchase Agreement to change the Termination Date.

       

      NOW,
THEREFORE, in consideration of the foregoing, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

       

      1.           All
capitalized terms used herein shall have the meanings assigned to them in the
Purchase Agreement unless expressly defined otherwise in this Second
Amendment.

       

      
        
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          Second Amendment to
Purchase Agreement 

          
            

          

        

        
          
          

        

      

       

      2.           Except
as otherwise specifically provided herein, all terms and conditions of the
Purchase Agreement shall apply to the interpretation and enforcement of this
Second Amendment as if explicitly set forth herein.

       

      3.           Amendment
to Section 3.1 of the Purchase Agreement.

       

      Purchaser,
Rick’s, Seller and Members hereby amend Section 3.1 of the Purchase Agreement in
its entirety to read as follows:

       

      “As
consideration for the purchase of the Purchased Assets, Purchaser shall pay to
Seller an aggregate amount payable at Closing as follows:

      


      
        	
                 
      

              	
                (i)

              	
                $12,000,000
      payable by cashier’s check, certified funds or wire
    transfer;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                $4,000,000
      pursuant to a promissory note (“the Rick’s Promissory Note”), executed by
      and obligating Rick’s, bearing interest at eight percent (8%) per annum
      with a five (5) year amortization, with monthly payments of principal and
      interest to commence upon the first of the month following the Closing,
      with a balloon payment of all then outstanding principal and interest due
      upon the expiration of two (2) years from the execution of the Rick’s
      Promissory Note.

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                $5,000,000
      as evidenced by a Convertible Debenture of Rick’s bearing simple interest
      of four percent (4%) per annum (the “Convertible
      Debenture”).  The Convertible Debenture shall be payable
      commencing seven (7) months after the Closing Date (as defined herein) as
      follows:  Twenty-five (25) equal monthly principal payments of
      $200,000 in cash or by the conversion of 10,000 shares of common stock of
      Rick’s, par value $0.01, at the option of the holder of the Convertible
      Debenture, plus interest payable in
cash.

              


      

      


      The (i)
$12,000,000 cash payment, (ii) the Rick’s Promissory Note, and (iii) the
Convertible Debenture are collectively referred to as the “Purchase
Price”.”

      


      4.           Amendment
to Section 4.1 of the Purchase Agreement.

       

      Purchaser,
Rick’s, Seller and Members hereby amend Section 4.1 of the Purchase Agreement in
its entirety to read as follows:

       

      “The
Closing.  The closing of the transactions contemplated by this
Agreement shall take place on the later of (i) July 25, 2008 or (ii) five (5)
days following (x) the approval and issuance to Purchaser of the licenses and
authorizations as set forth in Section 8.7 of the Purchase Agreement, and (y)
receipt of She Cat, LLC’s agreement to the assignment of the Lease as required
pursuant to Section 7.6 of the Purchase Agreement (the “Closing Date”), at the
offices of Lovaas & Lehtinen, a Professional Corporation, 3016 W. Charleston
Blvd., Suite 210, Las Vegas, Nevada 89102, or at such other time and place as
agreed upon among the parties hereto (the “Closing”).”

       

      
        
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          Second Amendment to
Purchase Agreement 

          
            

          

        

        
          
          

        

      


      5.           Amendment
to Section 11.1 of the Purchase Agreement.

      


      Purchaser,
Rick’s, Seller and Members hereby amend Section 11.1 of the Purchase Agreement
in its entirety to read as follows:

      


      “Termination of
Agreement.  This Agreement shall terminate and be of no force
and effect and all other agreements executed herewith shall be of no force and
effect if:  (i) the transactions contemplated by this Agreement,
including the sale of the Purchased Assets are not consummated on or before the
later of (i) July 25, 2008 or (ii) five (5) days following (x) the approval and
issuance to Purchaser of the licenses and authorizations as set forth in Section
8.7 of the Purchase Agreement, and (y) receipt of She Cat, LLC’s agreement to
the assignment of the Lease as required pursuant to Section 7.6 of the Purchase
Agreement, unless all of the parties hereto agree in writing to extend the
Agreement or (ii) all of the parties agree in writing to terminate this
Agreement sooner.”

      


      6.           This
Second Amendment shall be of no force and effect until receipt and execution of
this Amendment by Purchaser, Rick’s, Seller and the Members.  This
Second Amendment may be executed in counterparts, each of which shall be deemed
an original, but all of which shall be deemed one instrument, by facsimile
signature of any of the parties, each of which shall be deemed an original for
all purposes.

       

      7.           Except
as expressly amended hereby, the Purchase Agreement remains in full force and
effect.  Any references to the Purchase Agreement shall refer to the
Purchase Agreement as amended hereby.

       

      [signature
page follows]

       

       

      
        
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          Second Amendment to
Purchase Agreement 

          
            

          

        

        
          
          

        

         

      

      IN WITNESS WHEREOF, the undersigned
have executed this Amendment effective as of the date first set forth
above.

       

      
        
          	 	
                  RICK’S
      CABARET INTERNATIONAL, INC.

                
	 	 	 


        

      

      
        
          	 	/s/ Eric
      Langan
	 	
                   By:

                	Eric Langan,
      President


        

         

      

      
         

        
          	 	RCI ENTERTAINMENT (LAS VEGAS),
      INC
	 	 	 


        

        
          
            	 	/s/ Eric
      Langan
	 	
                     By:

                  	Eric Langan,
      President


          

           

           

          
            
              
                	 	
                        DI
      FOOD AND BEVERAGE OF LAS VEGAS,LLC

                      
	 	 	 


              

              
                	 	/s/ Dennis
      DeGori
	 	By:	Dennis DeGori,
Manager


              

            

          

        

      

       

       

       

      
        
          	 	/s/ Harold
      Danzig
	 	
                  Harold Danzig, Individually,

                  Member of DI Food and Beverage of Las Vegas,
      

                  LLC

                


        

         

        
          	 	/s/ Frank
      Lovaas
	 	
                  Frank Lovaas,
Individually,

                  Member of DI Food and Beverage of Las
      Vegas,

                  LLC


                


        

        

          
            	 	/s/
      Dennis DeGori
	 	
                    Dennis DeGori, Individually,

                    Member of DI Food and Beverage of Las Vegas,
      

                    LLC

                  


          

           

           

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          Second Amendment to Purchase Agreement